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[FR Doc. E8–9242 Filed 4–29–08; 8:45 am] Divestment Act of 2007 (‘‘Sudan investment company that divests BILLING CODE 4910–13–P Divestment Act’’) into law.5 Among securities in accordance with the Sudan other things, the Sudan Divestment Act Divestment Act to disclose the provides that no person may bring any divestment on the next Form N–CSR or SECURITIES AND EXCHANGE civil, criminal, or administrative action Form N–SAR that it files following the COMMISSION against any registered investment divestment. Management investment company, or any employee, officer, companies will provide the disclosure 17 CFR Parts 249 and 274 director, or investment adviser of the on Form N–CSR, and unit investment [Release Nos. 34–57711; IC–28254; File No. investment company, based solely upon trusts will provide the disclosure on S7–02–08] the investment company divesting from, Form N–SAR.11 We are requiring or avoiding investing in, securities RIN 3235–AK05 disclosure of information that will issued by persons that the investment identify the securities divested and the Disclosure of Divestment by company determines, using credible magnitude of the divestment. This Registered Investment Companies in information that is available to the includes the issuer’s name; exchange Accordance With Sudan Accountability public, conduct or have direct ticker symbol; Committee on Uniform and Divestment Act of 2007 investments in certain business Securities Identification Procedures operations in Sudan.6 This limitation on (‘‘CUSIP’’) number; total number of AGENCY: Securities and Exchange actions does not apply to a registered shares or, for debt securities, principal Commission. investment company, or any of its amount divested; and dates that the ACTION: Final rule. employees, officers, directors, or securities were divested.12 In addition, investment advisers, unless the if the registered investment company SUMMARY: The Securities and Exchange investment company makes disclosures continues to hold any securities of the Commission is adopting amendments to about the divestments in accordance its forms under the Securities Exchange divested issuer, it will be required to with regulations prescribed by the disclose the exchange ticker symbol; Act of 1934 and the Investment Commission.7 To that end, the Sudan Company Act of 1940 that will require CUSIP number; and total number of Divestment Act requires us to prescribe shares or, for debt securities, principal disclosure by a registered investment regulations not later than 120 days after company that divests, in accordance amount of such securities, held on the enactment that require disclosure by 13 with the Sudan Accountability and date of filing. We believe that this each registered investment company disclosure is in the public interest and Divestment Act of 2007, from securities that divests itself of securities in of issuers that the investment company protects investors. accordance with the Act. The Sudan One commenter suggested that the determines, using credible information Divestment Act states that these rules Commission require disclosure of that is available to the public, conduct shall require this disclosure to be divestments in accordance with the or have direct investments in certain included in the next periodic report Sudan Divestment Act in shareholder business operations in Sudan. The filed under Section 30 of the Investment reports, as well as in Form N–CSR and Sudan Accountability and Divestment Company Act following the Form N–SAR, in order to bring more Act limits civil, criminal, and 8 divestment. prominence to the issue and make the administrative actions that may be To implement the Sudan Divestment information more easily accessible by brought against a registered investment Act, we proposed amendments to Form shareholders.14 Consistent with the company that divests itself from such N–CSR and Form N–SAR that would Sudan Divestment Act, which directs securities, provided that the investment require disclosure by a registered the Commission to prescribe regulations company makes disclosures in investment company that divests, in that ‘‘require the disclosure to be accordance with regulations prescribed accordance with the Sudan Divestment included in the next periodic report by the Commission. Act, from securities of issuers that the filed with the Commission,’’ (emphasis DATES: April 30, 2008. investment company determines added) 15 we are not making the FOR FURTHER INFORMATION CONTACT: conduct or directly invest in certain 9 requested change. We have concluded Devin F. Sullivan, Attorney, Office of business operations in Sudan. We that disclosure of divestments under the received two comment letters in Disclosure Regulation, Division of Sudan Divestment Act in Form N–CSR response to our proposals.10 The Investment Management, at (202) 551– and Form N–SAR, coupled with existing commenters generally supported the 6784, Securities and Exchange requirements for complete quarterly proposals, while recommending several Commission, 100 F Street, NE., portfolio holdings disclosure in semi- changes. We are adopting the proposed Washington, DC 20549–5720. annual shareholder reports and on Form amendments with certain modifications SUPPLEMENTARY INFORMATION: The N–Q filed with the Commission, will suggested by the commenters. Securities and Exchange Commission provide shareholders with ready access (‘‘Commission’’) is adopting A. Amendments to information about such divestments. amendments to Form N–CSR 1 and Form We also received comment 2 To implement the Sudan Divestment N–SAR under the Securities Exchange Act, we are requiring each registered recommending that, rather than Act of 1934 (‘‘Exchange Act’’) 3 and the requiring disclosure of divestment of Investment Company Act of 1940 5 Pub. L. 110–174, 121 Stat. 2516 (2007). 4 (‘‘Investment Company Act’’). 6 Section 4(a) of the Sudan Divestment Act [to be 11 Item 6(b) of Form N–CSR; Item 133 of Form N– codified at 15 U.S.C. 80a–13(c)(1)]. SAR. I. Discussion 12 7 Section 4(a) of the Sudan Divestment Act [to be Item 6(b)(1)–(5) of Form N–CSR; Item 133.A.– On December 31, 2007, the President codified at 15 U.S.C. 80a–13(c)(2)(B)]. E. of Form N–SAR. We are also adopting technical signed the Sudan Accountability and 8 Section 4(b) of the Sudan Divestment Act. amendments to Form N–SAR to change cross- 9 Investment Company Act Release No. 28148 references to Item 132 to reflect the addition of Item (Feb. 11, 2008) [73 FR 8976 (Feb. 15, 2008)] 133. 1 17 CFR 294.331 and 274.128. (‘‘Proposing Release’’). 13 Item 6(b)(6) of Form N–CSR; Item 133.F. of 2 17 CFR 294.330 and 274.101. 10 Letter of Calvert Group, Ltd. (Mar. 14, 2008) Form N–SAR. 3 15 U.S.C. 78a et seq. (‘‘Calvert letter’’); Letter of Investment Company 14 Calvert letter at 3. 4 15 U.S.C. 80a–1 et seq. Institute (Mar. 10, 2008) (‘‘ICI letter’’). 15 Section 4(b) of the Sudan Divestment Act.

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securities in accordance with the Sudan that this additional disclosure is we include a provision terminating the Divestment Act on the next Form N– unnecessary because registered amendments to the forms that is parallel CSR or Form N–SAR filed following investment companies are already to the termination provision of the such divestment, we should instead required to disclose their portfolio Sudan Divestment Act.25 We have require disclosure of divestments made holdings.21 We are retaining this provided that the amendments during the period covered by the requirement because we believe that it terminate one year after termination financial information included with the will help assure that investors do not pursuant to the Sudan Divestment Act Form N–CSR or Form N–SAR (i.e., the confuse a registered investment to allow sufficient time for disclosure, prior semi-annual fiscal period).16 company’s divestment from a portion of after termination of the Act’s provisions, Under this recommendation, a its holdings of a particular issuer’s of divestments that occur prior to divestment made between the close of a securities with divestment from all of its termination of the Act’s provisions.26 semi-annual fiscal period and the filing holdings of that issuer’s securities. The C. Effective Date of the Form N–CSR or Form N–SAR for disclosure of portfolio holdings that is that period would not be disclosed in currently required will not necessarily The amendments to the Commission’s that Form but would be disclosed on the prevent such confusion because that forms are effective immediately, in next succeeding Form N–CSR or Form disclosure is required as of the end of accordance with the Administrative N–SAR. Disclosure of a divestment each fiscal quarter, which often will not Procedure Act, which permits rules to made shortly after the close of a semi- coincide with the date of a divestment. become effective less than 30 days after annual fiscal period would be delayed We are adopting, as proposed, publication as ‘‘provided by the agency for approximately 10 months. Instructions to Form N–CSR and Form for good cause found and published Consistent with the Sudan Divestment N–SAR clarifying that while a registered with the rule.’’ 27 The Commission finds Act,17 we are not adopting that investment company is not required to that good cause exists for immediate recommendation but instead are disclose divestments of securities of an effectiveness in light of the statutory adopting the rule as proposed. We are issuer that conducts or has direct requirement that the Commission requiring the disclosure to be included investments in certain business prescribe regulations not later than 120 in the next periodic report filed with the operations in Sudan, the limitation on days after the date of the enactment of Commission,18 which will help to actions provided in the Sudan the Sudan Divestment Act.28 Divestment Act does not apply with reduce extended delays between D. Transition Period divestments and the associated respect to a divestment that is not 22 disclosure to investors. disclosed. We are also adopting, as We solicited comment on whether our One commenter recommended that proposed, Instructions to Form N–CSR amendments should address the amendments not require disclosure and Form N–SAR providing that, for divestments that occur after the of the exchange ticker symbol and purposes of determining when a enactment of the Sudan Divestment Act CUSIP number of securities divested in divestment should be reported, if a and before the effective date of our accordance with the Sudan Divestment registered investment company divests amendments. As suggested by a Act.19 We are retaining this its holdings in a particular security in a commenter,29 the Rule permits a requirement, which we believe will help related series of transactions, the registered investment company that to more precisely identify the specific company may deem the divestment to makes a divestment in accordance with securities for which a registered occur at the time of the final transaction the Sudan Divestment Act between 23 investment company may claim the in the series. We received no December 31, 2007 (the date of benefit of the limitation on actions comments on these Instructions. enactment), and April 30, 2008 (the provided by the Sudan Divestment Act. B. Termination Provision effective date of the form amendments), Both commenters addressed the and that filed a Form N–CSR or Form The provisions of the Sudan proposed requirement that a registered N–SAR after the divestment but before Divestment Act concerning registered investment company disclose April 30, 2008, to disclose the investment company divestments information about continued holdings of divestment on an amendment to that terminate 30 days after the President Form N–CSR or Form N–SAR filed no securities of a divested issuer. One certifies to Congress that the later than May 14, 2008. This provision commenter supported it as enhancing Government of Sudan has undertaken will permit registered investment investment company accountability to certain actions.24 We are adopting a 20 companies, and their employees, shareholders. The other commenter termination provision in order to clarify officers, directors, and investment opposed it on the grounds that the that the new disclosure requirements Sudan Divestment Act’s limitation on will not apply to divestitures occurring advisers, to rely on the Sudan actions only requires disclosure made in after the investment company Divestment Act’s limitation on actions connection with a decision to divest and provisions of the Sudan Divestment Act for divestments that occurred after terminate. Both Form N–CSR and Form enactment but before the effective date 16 ICI letter at 2–3. N–SAR will provide for termination of of our form amendments. The period 17 Section 4(b) of the Sudan Divestment Act. the amendments we are adopting one between April 30, 2008, the effective 18 As proposed, a registered investment company year after the date on which the related date of our form amendments, and May that divests securities in accordance with the Sudan 14, 2008, the latest permitted transition Divestment Act during the period that begins on the provisions of the Sudan Divestment Act fifth business day before the date of filing a Form terminate pursuant to the terms of the filing date, should provide registered N–CSR or Form N–SAR and ends on the date of Act. The termination provision investment companies with a reasonable filing may disclose the divestment in either that opportunity to review the form filing or an amendment thereto. The registered responds to commenters’ requests that investment company must file the amendment not later than five business days after the date of filing 21 ICI letter at 3. 25 Calvert letter at 3; ICI letter at 3–4. the Form N–CSR or Form N–SAR. Instruction 2. to 22 Instruction 1. to Item 6(b) of Form N–CSR; 26 Item 6(b) of Form N–CSR; Item 133 of Form N– Item 6(b) of Form N–CSR; Instructions to Item 133 Instructions to Item 133 of Form N–SAR. SAR. of Form N–SAR. 23 Instruction 3. to Item 6(b) of Form N–CSR; 27 5 U.S.C. 553(d)(3). 19 ICI letter at 2. Instructions to Item 133 of Form N–SAR. 28 Section 4(b) of the Sudan Divestment Act. 20 Calvert letter at 3. 24 Section 12 of the Sudan Divestment Act. 29 ICI letter at 3.

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amendments and make any necessary divestment on the next Form N–CSR or we estimate that approximately 15% of filing. Form N–SAR that it files following the the filings on Form N–CSR and Form N– divestment. Management investment SAR will include disclosures of II. Paperwork Reduction Act companies will provide the disclosure divestments in accordance with the The form amendments contain on Form N–CSR, and unit investment Sudan Divestment Act. ‘‘collection of information’’ trusts will provide the disclosure on Based on a burden hour estimate of requirements within the meaning of the Form N–SAR.36 We are requiring one-half hour per filing for each Paperwork Reduction Act of 1995 disclosure of information that will respondent that makes disclosures (‘‘PRA’’).30 The titles for the collections identify the securities divested and the under the amendments, we estimate that of information are ‘‘Form N–CSR under magnitude of the divestment. This registered management investment the Investment Company Act of 1940 includes the issuer’s name; exchange companies filing Form N–CSR will and Securities Exchange Act of 1934, ticker symbol; CUSIP number; total incur approximately 510 annual burden Certified Shareholder Report,’’ and number of shares or, for debt securities, hours,40 and unit investment trusts will ‘‘Form N–SAR under the Investment principal amount divested; and dates incur approximately 10 annual burden Company Act of 1940, Semi-Annual that the securities were divested.37 In hours,41 to comply with the form Report for Registered Investment addition, if the registered investment amendments. Companies.’’ We published notice company continues to hold any The total annual burden hours for soliciting comments on the collection of securities of the divested issuer, it is Form N–CSR, revised to include the information requirements in the release required to disclose the exchange ticker burden hours expected from the form proposing the amendments 31 and symbol; CUSIP number; and total amendments, are estimated to be submitted the proposed collections of number of shares or, for debt securities, 138,662.5 burden hours, an increase of information to OMB for review and principal amount of such securities, 510 burden hours from the current approval in accordance with 44 U.S.C. held on the date of filing.38 Compliance annual burden of 138,152.5 hours. The 3507(d) and 5 CFR 1320.11. We received with the form amendments is necessary total annual burden hours for Form N– no comments on the collection of to obtain the benefit of the limitation on SAR, revised to include the burden information requirements. OMB has civil, criminal, and administrative hours expected from the form approved the collections of information. actions provided in the Sudan amendments, are estimated to be Form N–CSR (OMB Control No. 3235– Divestment Act. The information 107,213 burden hours, an increase of 10 0570) under the Exchange Act and the provided will not be kept confidential. burden hours from the current annual 32 Investment Company Act is used by burden of 107,203 hours. registered management investment B. Reporting and Cost Burden Estimates companies filing certified shareholder The compliance burden estimates for III. Cost/Benefit Analysis reports. Form N–SAR (OMB Control No. the collections of information are based The Commission is sensitive to the 3235–0330) under the Exchange Act and on several assumptions. The compliance costs and benefits imposed by its rules. the Investment Company Act 33 is used burden for the amendments to Form N– Our amendments to Form N–CSR and by registered investment companies to CSR and Form N–SAR will be the Form N–SAR require each registered file periodic reports with the reporting burden of collecting investment company that divests Commission. An agency may not information necessary to make the securities in accordance with the Sudan conduct or sponsor, and a person is not disclosures under new Item 6(b) of Form Divestment Act to disclose the required to respond to, a collection of N–CSR and new Item 133 of Form N– divestment on the next Form N–CSR or information unless it displays a SAR. We estimate that the new Form N–SAR that it files following the currently valid OMB control number. collections of information will result in divestment. In the release proposing A. Summary of Amendments an increase of one-half burden hour per form amendments under the Sudan filing. Further, we believe that the Divestment Act, we requested The Sudan Divestment Act, enacted number of registered investment comments on our cost/benefit analysis. on December 31, 2007, requires the companies that hold securities in We received no comments in response. Commission to prescribe regulations not companies conducting or directly later than 120 days after enactment that investing in certain business operations A. Benefits require disclosure by each registered in Sudan, and that will divest from In adopting these form amendments, investment company that divests itself these securities in accordance with the we are implementing the Sudan of securities in accordance with the Sudan Divestment Act, will be relatively Divestment Act’s mandate for Act.34 The Sudan Divestment Act states small. We estimate that approximately rulemaking by the Commission. The that these rules shall require this 15% of all registered investment amendments meet the Sudan disclosure to be included in the next company portfolios have an objective of Divestment Act’s directive that the periodic report filed under Section 30 of investing internationally.39 Based on a Commission ‘‘prescribe regulations, in the Investment Company Act following 35 conservative assumption that each of the public interest and for the protection the divestment. of investors, to require disclosure by To implement the Sudan Divestment these portfolios will make a divestment each registered investment company Act, we are requiring each registered in accordance with the Sudan that divests itself of securities in investment company that divests Divestment Act prior to each filing it accordance with section 13(c) of the securities in accordance with the Sudan makes on Form N–CSR or Form N–SAR, Investment Company Act of 1940.’’ 42 Divestment Act to disclose the 36 Item 6(b) of Form N–CSR; Item 133 of Form N– SAR. 40 6,743 annual and semi-annual filings on Form 30 44 U.S.C. 3501 et seq. 37 Item 6(b)(1)–(5) of Form N–CSR; Item 133.A.– N–CSR × 15% of filings on Form N–CSR × 1⁄2 31 See Proposing Release, supra note 9, 73 FR at E. of Form N–SAR. burden hour = approximately 510 total burden 8978. 38 Item 6(b)(6) of Form N–CSR; Item 133.F. of hours (rounded to the nearest 10). 32 17 CFR 249.331 and 17 CFR 274.128. Form N–SAR. 41 90 filings on Form N–SAR × 15% of filings on 33 17 CFR 249.330 and 17 CFR 274.101. 39 This estimate is based on analysis done by the Form N–SAR × 1⁄2 burden hour = approximately 10 34 Section 4(b) of the Sudan Divestment Act. Division of Investment Management staff of total burden hours (rounded to the nearest 10). 35 Id. publicly available data. 42 Section 4(b) of the Sudan Divestment Act.

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Disclosure under the form amendments annual burden hours to comply with the proposed amendments, if adopted, will make applicable to a registered form amendments. We estimate that this would promote efficiency, competition, investment company, and its additional burden will equal total costs and capital formation and whether they employees, officers, directors, and of approximately $145,000 annually.46 would impose a burden on competition. investment advisers, the limitation on We believe that the incremental costs of We received no comments in response. actions provided by the Sudan disclosing divestments in accordance The form amendments implement the Divestment Act. The amendments also with the Sudan Divestment Act on Form Sudan Divestment Act’s requirement will make important information about N–CSR and Form N–SAR are justified that we prescribe regulations not later divestments in accordance with the by the fact that such disclosures will than 120 days after enactment that Sudan Divestment Act available to make applicable to a registered require disclosure by each registered investors, including information investment company, and its investment company that divests itself identifying the securities divested, the employees, officers, directors, and of securities in accordance with the Act. dates of divestment, and any securities investment advisers, the limitation on Disclosure provided in response to the of the issuer that the registered actions provided by the Sudan amendments will make applicable to a investment company continues to hold. Divestment Act. These disclosures also registered investment company, and its will make important information about B. Costs employees, officers, directors, and divestments in accordance with the investment advisers, the limitation on While the form amendments may lead Sudan Divestment Act available to actions provided by the Sudan to some additional costs for registered investors, including information Divestment Act. These disclosures also investment companies, we believe that identifying the securities divested, the will make important information about these costs should be minimal. We are dates of divestment, and any securities divestments in accordance with the requiring each registered investment of the issuer that the registered Sudan Divestment Act available to company that divests securities in investment company continues to hold. investors, including information accordance with the Sudan Divestment IV. Consideration of Burden on identifying the securities divested, the Act to disclose the divestment on the dates of divestment, and any securities next Form N–CSR or Form N–SAR that Competition; Promotion of Efficiency, Competition, and Capital Formation of the issuer that the registered it files following the divestment. investment company continues to hold. Section 23(a)(2) of the Exchange Registered investment companies retain These amendments may improve Act 47 requires us, when adopting rules records of securities transactions that, efficiency. Disclosure provided in under the Exchange Act, to consider the we believe, will permit them to readily response to the amendments could impact that any new rule will have on identify and disclose, for divestments increase efficiency at registered competition. Section 23(a)(2) also made in accordance with the Sudan investment companies by making prohibits us from adopting any rule that Divestment Act, the securities divested, applicable to a registered investment will impose a burden on competition the dates of divestment, and any company, and its employees, officers, not necessary or appropriate in securities of the issuer retained by the directors, and investment advisers, the furtherance of the purposes of the investment company. Further, to ease limitation on actions provided by the Exchange Act. In addition, Section 2(c) the burden of information collection Sudan Divestment Act. These of the Investment Company Act,48 and disclosure, we have included an disclosures also could promote Section 2(b) of the Securities Act of instruction in Form N–CSR and Form efficiency because they make important 1933,49 and Section 3(f) of the Exchange N–SAR stating that a registered information about divestments in Act 50 require the Commission, when investment company that divests accordance with the Sudan Divestment engaging in rulemaking that requires it securities in accordance with the Sudan Act available to investors, including to consider or determine whether an Divestment Act during the period that information identifying the securities action is necessary or appropriate in the begins on the fifth business day before divested, the dates of divestment, and public interest, to consider, in addition the date of filing a Form N–CSR or Form any securities of the issuer that the to the protection of investors, whether N–SAR and ends on the date of filing registered investment company the action will promote efficiency, may disclose the divestment in either continues to hold. Making such competition, and capital formation. In that filing or an amendment thereto that information available to investors may the release proposing form amendments is filed not later than five business days enable them to make more informed under the Sudan Divestment Act, we after the date of filing the Form N–CSR investment decisions. or Form N–SAR.43 We believe that this requested comments on whether the The amendments may promote flexibility may lessen the compliance competition. We anticipate that our burdens associated with reporting 46 This cost increase is estimated by multiplying form amendments may promote divestments that occur shortly before a the total annual hour burden (520 hours) by the estimated hourly wage rate of $279.50 and rounding competition because they may make it registered investment company files a to the nearest 1,000. The estimated wage figure is easier for registered investment Form N–CSR or Form N–SAR. based on published rates for compliance attorneys companies to choose whether or not to For purposes of the PRA, we estimate and senior programmers, modified to account for an offer portfolios that include holdings in that it will take approximately 510 1800-hour work-year and multiplied by 5.35 to account for bonuses, firm size, employee benefits, companies that conduct or directly annual burden hours 44 to comply with and overhead, yielding effective hourly rates of invest in certain business operations in the amendments to Form N–CSR and $270 and $289, respectively. See Securities Industry Sudan. Thus, the form amendments may approximately 10 annual burden Association, Report on Management & Professional facilitate competition by making it hours 45 to comply with the Earnings in the Securities Industry 2007 (Sept. 2007). The estimated wage rate is further based on easier for registered investment amendments to Form N–SAR, for an the estimate that attorneys and programmers would companies to offer different types of aggregate of approximately 520 total divide time equally, resulting in a weighted wage rate of $279.50 (($270 × .50) + ($289 × .50)). portfolios that appeal to different 43 Instruction 2. to Item 6(b) of Form N–CSR; 47 15 U.S.C. 78w(a)(2). investors. We do not anticipate that the Instructions to Item 133 of Form N–SAR. 48 15 U.S.C. 80a–2(c). amendments will impose a measurable 44 See supra note 40. 49 15 U.S.C. 77b(b). burden on competition. We also do not 45 See supra note 41. 50 15 U.S.C. 78c(f). anticipate that the form amendments

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will have a significant impact on capital investment company is a small entity if employees, officers, directors, and formation. it, together with other investment investment advisers, the limitation on companies in the same group of related actions provided by the Sudan V. Final Regulatory Flexibility Analysis investment companies, has net assets of Divestment Act. These disclosures also This Final Regulatory Flexibility $50 million or less as of the end of its will make important information about Analysis (‘‘Analysis’’) has been most recent fiscal year.53 Approximately divestments in accordance with the prepared in accordance with the 160 registered investment companies Sudan Divestment Act available to Regulatory Flexibility Act.51 It relates to currently meet this definition.54 investors, including information the Commission’s form amendments identifying the securities divested, the under the Exchange Act and the D. Projected Reporting, Recordkeeping, and Other Compliance Requirements dates of divestment, and any securities Investment Company Act that require of the issuer that the registered each registered investment company The amendments to Form N–CSR and investment company continues to hold. that divests securities in accordance Form N–SAR require each registered Different disclosure requirements or with the Sudan Divestment Act to investment company that divests different timetables for registered disclose the divestment on the next securities in accordance with the Sudan investment companies that are small Form N–CSR or Form N–SAR that it Divestment Act to disclose the entities would not be consistent with files following the divestment. We divestment on the next Form N–CSR or the requirements of the Sudan published in the release proposing these Form N–SAR that it files following the Divestment Act. Finally, in this amendments an Initial Regulatory divestment. rulemaking, we do not consider using Flexibility Analysis (‘‘IRFA’’), which we For purposes of the PRA, we estimate performance rather than design prepared in accordance with the that it will take approximately 510 standards to be consistent with the Regulatory Flexibility Act. annual burden hours to comply with the statutory requirement that we adopt amendments to Form N–CSR and A. Need for the Form Amendments rules for the protection of investors. approximately 10 annual burden hours We have endeavored through the The purpose of the form amendments to comply with the amendments to amendments to minimize the regulatory is to implement the Sudan Divestment Form N–SAR, for an aggregate of burden on all registered investment Act’s requirement that the Commission approximately 520 total annual burden companies, including small entities, adopt rules requiring disclosure of hours to comply with the form while meeting the requirements of the divestments made in accordance with amendments. We estimate that this Sudan Divestment Act. Small entities the Act. Disclosure provided in additional burden will equal total costs should benefit from the Commission’s response to the amendments will make of approximately $145,000 annually. applicable to a registered investment reasoned approach to the amendments company, and its employees, officers, E. Agency Action To Minimize the Effect to the same degree as other registered directors, and investment advisers, the on Small Entities investment companies. limitation on actions provided by the The Regulatory Flexibility Act directs VI. Statutory Authority Sudan Divestment Act. These us to consider significant alternatives disclosures also will make important that would accomplish our stated The Commission is adopting information about divestments in objective, while minimizing any amendments to Form N–SAR and Form accordance with the Sudan Divestment significant adverse impact on small N–CSR pursuant to authority set forth in Act available to investors, including issuers. In connection with the Sections 10(b), 13, 15(d), 23(a), and 36 information identifying the securities amendments, the Commission of the Exchange Act [15 U.S.C. 78j(b), divested, the dates of divestment, and considered the following alternatives: 78m, 78o(d), 78w(a), and 78mm], and any securities of the issuer that the (1) The establishment of differing Sections 8, 13(c), 24(a), 30, and 38 of the registered investment company compliance or reporting requirements or Investment Company Act [15 U.S.C. continues to hold. timetables that take into account the 80a–8, 80a–13(c), 80a–24(a), 80a–29, resources available to small entities; (2) and 80a–37]. B. Significant Issues Raised by Public the clarification, consolidation, or Comment List of Subjects simplification of compliance and In the IRFA for the proposed reporting requirements under the 17 CFR Part 249 amendments, we requested comment on amendments for small entities; (3) the any aspect of the IRFA, including the use of performance rather than design Reporting and recordkeeping number of small entities that would be standards; and (4) an exemption from requirements, Securities. affected by the proposed amendments, coverage of the amendments, or any part 17 CFR Part 274 the likely impact of the proposal on thereof, for small entities. small entities, the nature of any impact, The Commission believes that special Investment companies, Reporting and and providing any empirical data compliance or reporting requirements recordkeeping requirements, Securities. supporting the extent of the impact.52 for small entities, or an exemption from We received no comment letters coverage for small entities, would not be Text of Form Amendments aaddressing the IRFA. appropriate or consistent with investor I For the reasons set out in the C. Small Entities Subject to the Rule protection or the requirements of the Sudan Divestment Act. Disclosure preamble, the Commission amends Title The form amendments will affect provided in response to the 17, Chapter II, of the Code of Federal registered investment companies that amendments will make applicable to a Regulations as follows. are small entities. For purposes of the registered investment company, and its Regulatory Flexibility Act, an PART 249—FORMS, SECURITIES EXCHANGE ACT OF 1934 53 17 CFR 270.0–10. 51 5 U.S.C. 601 et seq. 54 This estimate is based on analysis by the I 52 See Proposing Release, supra note 9, 73 FR at Division of Investment Management staff of 1. The authority citation for part 249 8981. publicly available data. continues to read in part as follows:

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Authority: 15 U.S.C. 78a et seq., 7202, accordance with Section 13(c) of the (1) Name of the issuer; 7233, 7241, 7262, 7264, and 7265; and 18 Investment Company Act, which was (2) Exchange ticker symbol; U.S.C. 1350, unless otherwise noted. added by the Sudan Accountability and (3) Committee on Uniform Securities * * * * * Divestment Act of 2007. A Registrant is Identification Procedures (‘‘CUSIP’’) not required to include disclosure under number; PART 274—FORMS PRESCRIBED this item; however, the limitation on (4) Total number of shares or, for debt UNDER THE INVESTMENT COMPANY civil, criminal, and administrative securities, principal amount divested; ACT OF 1940 actions under Section 13(c) of the (5) Date(s) that the securities were Investment Company Act does not divested; and I 2. The authority citation for part 274 apply with respect to a divestment that (6) If the registrant holds any continues to read in part as follows: is not disclosed under this item. securities of the issuer on the date of Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, If a Registrant divests itself of filing, the exchange ticker symbol; 78c(b), 78l, 78m, 78n, 78o(d), 80a–8, 80a–24, securities in accordance with Section CUSIP number; and the total number of 80a–26, and 80a–29, unless otherwise noted. 13(c) of the Act during the period that shares or, for debt securities, principal * * * * * begins on the fifth business day before amount held on the date of filing. I 3. Form N–SAR (referenced in the date of filing a Form N–SAR and This Item 6(b) shall terminate one §§ 249.330 and 274.101) is amended by: ends on the date of filing, it may year after the date on which the I a. Revising the reference ‘‘132’’ in disclose the divestment in either the provisions of Section 4 of the Sudan Item 6 to read ‘‘133’’; Form N–SAR or an amendment thereto Accountability and Divestment Act of I b. Adding new Item 133; that is filed not later than five business 2007 terminate pursuant to Section 12 I c. Revising the reference ‘‘132’’ in the days after the date of filing the Form N– of that Act. fifth paragraph of General Instruction A SAR. Instructions to paragraph (b). to read ‘‘133’’; and For purposes of determining when a 1. This Item may be used by a I d. Adding an instruction to new Item divestment should be reported under registrant that divested itself of 133. this item, if a Registrant divests its securities in accordance with Section The additions read as follows: holdings in a particular security in a 13(c) of the Investment Company Act, Note: The text of Form N–SAR does not, related series of transactions, the which was added by the Sudan and these amendments will not, appear in Registrant may deem the divestment to Accountability and Divestment Act of the Code of Federal Regulations. occur at the time of the final transaction 2007. A registrant is not required to in the series. In that case, the Registrant include disclosure under this Item; Form N–SAR should report each transaction in the however, the limitation on civil, * * * * * series on a single Form N-SAR, but criminal, and administrative actions 133. If the Registrant has divested should separately state each date on under Section 13(c) of the Investment itself of securities in accordance with which securities were divested and the Company Act does not apply with Section 13(c) of the Investment total number of shares or, for debt respect to a divestment that is not Company Act of 1940 following the securities, principal amount divested, disclosed under this Item. filing of its last report on Form N–SAR on each such date. 2. If a registrant divests itself of and before filing of the current report, * * * * * securities in accordance with Section disclose the following information for I 4. Form N–CSR (referenced in 13(c) of the Act during the period that each such divested security: §§ 249.331 and 274.128) is amended by: begins on the fifth business day before A. Name of the issuer; I a. Revising the reference ‘‘Schedule of the date of filing a Form N–CSR and B. Exchange ticker symbol; Investments.’’ in the caption to Item 6 ends on the date of filing, it may C. CUSIP number; to read ‘‘Investments.’’; disclose the divestment in either the D. Total number of shares or, for debt I b. Designating the undesignated Form N–CSR or an amendment thereto securities, principal amount divested; paragraph in Item 6 as paragraph (a); that is filed not later than five business E. Date(s) that the securities were I c. Revising the reference days after the date of filing the Form N– divested; and ‘‘Instruction.’’ in Item 6 to read CSR. F. If the Registrant holds any ‘‘Instruction to paragraph (a).’’; and 3. For purposes of determining when securities of the issuer on the date of I d. Adding new paragraph (b) and new a divestment should be reported under filing, the exchange ticker symbol; Instructions 1, 2, and 3 to paragraph (b) this Item, if a registrant divests its CUSIP number; and the total number of to Item 6. holdings in a particular security in a shares or, for debt securities, principal The additions read as follows: related series of transactions, the amount held on the date of filing. Note: The text of Form N–CSR does not, registrant may deem the divestment to This item 133 shall terminate one year and these amendments will not, appear in occur at the time of the final transaction after the date on which the provisions the Code of Federal Regulations. in the series. In that case, the registrant of Section 4 of the Sudan Accountability should report each transaction in the and Divestment Act of 2007 terminate Form N–CSR series on a single Form N–CSR, but pursuant to Section 12 of that Act. * * * * * should separately state each date on * * * * * which securities were divested and the Item 6. Investments total number of shares or, for debt Instructions to Specific Items (a) * * * securities, principal amount divested, * * * * * (b) If the registrant has divested itself on each such date. of securities in accordance with Section Dated: April 24, 2008. Item 133: Divestment of Securities in 13(c) of the Investment Company Act of Accordance With the Sudan 1940 following the filing of its last By the Commission. Accountability and Divestment Act of report on Form N–CSR and before filing Nancy M. Morris, 2007 of the current report, disclose the Secretary. This item may be used by a Registrant following information for each such [FR Doc. E8–9410 Filed 4–29–08; 8:45 am] that divested itself of securities in divested security: BILLING CODE 8010–01–P

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